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Newsletter
December 15, 2007
Volume VIII, Issue 87
Home Page : www.otcjournal.com
Email Questions or Comments To: editor@otcjournal.com

To OTC Journal Members:
 

Pickle (OTC BB: SPKL) Powers Up Company Owned Stores

We've been getting a little sell off in Spicy Pickle of late as the company has been on the quiet side in a tough market. Like a duck on a pond, this bird appears to be crusing serenely- but the legs are paddling furiously below the surface- you just can't see them. Now we know why. SPKL is about to get very noisy again.

Post close Friday, news came out which is hugely positive for the future of the company, and now would be one heck of a good time to pounce on an oversold situation. Traders and long term investors have an outstanding entry level right now in my view.

Let's go over Friday's events post close before we look at the stock. There were two major announcements.

First an foremost, SPKL announced it closed a $6 million financing on Friday. Funds from the financing are earmarked for the rapid expansion of company owned stores. Clearly, a good thing for shareholders.

Here's how the money was raised:

  • SPKL sold 705 shares of preferred stock, which can be converted into 7.05 million shares of common stock with a fixed price of $.85 per share. This is a reasonable discount to the market at a fixed price, which makes it non toxic. The higher the stock goes, the more money the investors make.
  • The shares are convertible into unregistered stock at this time, so it will be a while before any of those shares find their way into the open market. Six months is a likely time frame for the shares to become free trading.
  • As part of the financing, SPKL issued an additional 5.3 million warrants, which convert into the common stock at $1.60- a substantial premium to the current market, and an opportunity to raise another $8.48 million when the stock is much higher. The stock needs to be at least $2 for these warrants to really be worth anything to the holders.
  • The common stock represents a possible 15% dilution of stock in return for the $6 million SPKL now has to invest in growth.

Here's the value for shareholders. At the present time, SPKL should be delivering about $3.5 million in annual revenues- in short order they will have the company store opened, and about 35 stores contributing regular residual revenues.

They can take Friday's capital, and open somewhere in the range of 12 to 15 more company owned stores. This will translate into about $10 million and $13 million in top line revenues, and about $1.5 to $2.5 million in positive cash flow. In short, by giving up 15% of the company, SPKL is now positioned to more than quadruple its top line.

There's a second, and equally compelling reason to love this new capital. Having this extra money gives the management of SPKL lots of expansion flexibility. For example- suppose they happen on a perfect location in LA, but don't have a franchisee in place. They can pounce on the property, lock it up, get the permitting started, and begin the construction process. Then, they can either own and run the store, or transfer it to a franchisee.

Likewise, they can jump on real estate in an area where they have a developer who is planning on opening more stores, but not quite ready to expand. In that case, they can start the process, and transfer it to their franchisee as well.

There is one more very interesting and compelling component to this financing- check out the investors: In 20 years, I've never seen this in a microcap. According to the press release, two of the investors- who are also independent members of the board of directors, invested $1.3 million of the $6 million. In all the years I have been doing this, I have never seen board members cast this kind of vote of confidence. If the board members are willing to risk $1.3 million, what does that say about the future of the company? My company's Defined Benefit Plan invested in 12 of the units for a total of $102,000.  This translates to 120k shares at $.85 (not free trading), and 90,000 warrants with a $1.60 exercise price (not free trading). I inform you for full disclosure.

Those of you who were asking for more company owned stores- you got it. The company is now positioned to expand even more rapidly in '08 than it did in '07.

Now, let's have a look at Friday's 2nd press release. SPKL announced two more new stores have opened in the last two weeks- One in Phoenix, AZ, and a second Reno, NV store.

This brings us to 35 stores open and operating in 15 different different states. We'll probably finish the year at the 37 or 38 store mark, so making the 40 store number will take us into January of '08. Remember- they still aren't have way through the commitments- they still have about 60 more stores to open out into '08 and '09.

The Phoenix store, located at 3235 W. Ray Rd., in Chandler, AZ is in a booming part of the city. If you live in the Phoenix area, you can now go try the food, which in my mind is the single most compelling reason to own this stock. Go Try The Food!!

Now might be a great time to review the video presentation on the company. Remind yourself why so many of us love this idea as a potential money maker for investors. Click Here to see the presentation.

I'm including the press release on the financing for your review. If you want to look at store locations, I refer you to the map on the company web site: Click Here to find the closest Spicy Pickle to you. Here's the big news:
 

Press Release Source: Spicy Pickle Franchising, Inc.

Spicy Pickle(R) Announces Closing of Private Financing in the Amount of $5,992,500

Friday December 14, 4:34 pm ET

Funds Earmarked to Accelerate Growth of Company-Owned Stores

DENVER, CO--(MARKET WIRE)--Dec 14, 2007 -- Spicy Pickle® fast casual restaurants (OTC BB:SPKL.OB - News) today announced the closing of a private offering of its securities in the amount of Five Million Nine Hundred Ninety Two Thousand Dollars ($5,992,500).

Earlier today, Spicy Pickle® completed a private placement of 705 Units, priced at $8,500 per unit. Net proceeds of approximately $5.7 million, after commissions and fees, were received by the Company.

Each unit contains one share of convertible preferred, which converts into 10,000 shares of common stock at a fixed conversion price of $.85 per share. The preferred shares also carry a 5% dividend in the first and second year and a 7.5% dividend in the third year.

In addition, each unit contains 7,500 warrants, which convert into the common stock at $1.60 per share for a period of five years.

Of the approximately $6 million raised, $1,300,000 came from two of Spicy Pickle's® independent members of the board of directors and their immediate family. The remaining funding came from two large institutional investors and several of the early shareholders who had participated in previous rounds of financing. Midtown Partners acted as placement agent for one for the institutional investors.

The proceeds of the offering will be used to rapidly accelerate the development of Company-owned stores along with the continued development of the franchise system. Marc Geman, the CEO of the Company, said: "These funds will kick-off the Company-owned restaurant program under which we will develop, own and operate Spicy Pickle® Restaurants. The Company restaurants will further support the franchise system by adding additional training facilities and focusing on operations and service alongside our multiple unit franchisee owners. Further, the Company restaurants are expected to generate more bottom line revenue to the Company than the current royalty provides from its franchisees. Taken together, the franchise and Company-owned system should set the stage for dramatic growth in the coming years."

The Company will file the complete documents representing the transaction with the SEC.

The securities issued by Spicy Pickle® have not been registered under the Securities Act of 1933 or any state securities laws. Therefore, such securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933 and any applicable state securities laws. This press release does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities.

About Spicy Pickle®:

Founded in 1999, Spicy Pickle® Franchising, Inc. (OTC BB:SPKL.OB - News) serves high quality meats and fine artisan breads, baked fresh daily, along with a wide choice of eight different cheeses, twenty-two different toppings, and fourteen proprietary spreads to create healthy and delicious panini and sub sandwiches with flavors from around the world. As a leading "fast-casual" concept, Spicy Pickle® offers menu items that are far beyond traditional fast food -- but without the price point of casual dining. The hallmark of a Spicy Pickle® restaurant is quality, service and an enjoyable atmosphere. The company is headquartered in Denver, Colorado, with franchise locations now open across twelve states and many more in development nationwide. For more about Spicy Pickle®, including franchise information and inquiries, visit http://www.spicypickle.com.

About Midtown Partners & Co., LLC

Originally founded in May 2000, Midtown Partners & Co., LLC is an investment bank focused on private placement investment banking opportunities. The investment banking group at Midtown Partners & Co., LLC was founded on the premise that client relationships and industry focus are keys to the success of emerging growth companies. Such companies require investment banking services from a firm with a unique understanding of the marketplace and the nature of these transactions. Midtown Partners was the 5th leading U.S. placement agent in number of closed PIPE transactions for 2006 (source Placementtracker.com). Additional information can be found at http://www.midtownpartners.com.

Forward-Looking Statements:

Certain statements in this press release, including statements regarding the number of restaurants we intend to open, are forward-looking statements. We use words such as "anticipate," "believe," "could," "should," "estimate," "expect," "intend," "may," "predict," "project," "target," and similar terms and phrases, including references to assumptions, to identify forward-looking statements. The forward-looking statements in this press release are based on information available to us as of the date any such statements are made and we assume no obligation to update these forward-looking statements. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those described in the statements. These risks and uncertainties include, but are not limited to, the following: factors that could affect our ability to achieve and manage our planned expansion, such as the availability of a sufficient number of suitable new restaurant sites and the availability of qualified franchisees and employees; risks relating to our expansion into new markets; the risk of food-borne illnesses and other health concerns about our food products; changes in the availability and costs of food; changes in consumer preferences, general economic conditions or consumer discretionary spending; the impact of federal, state or local government regulations relating to our franchisees and employees, and the sale of food or alcoholic beverages; the impact of litigation; our ability to protect our name and logo and other proprietary information; the potential effects of inclement weather; the effect of competition in the restaurant industry; and other risk factors described from time to time in our SEC reports.

Contact:

     COMPANY CONTACT:
     Marc Geman
     CEO
     Spicy Pickle® Franchising, Inc.
     303-297-1902 Ext. 7000
     Email Contact: Email Contact
 

Source: Spicy Pickle Franchising, Inc.


 
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The OTCjournal.com Newsletter is an independent electronic publication committed to providing our readers with factual information on selected  publicly traded companies. All companies are chosen on the basis of certain financial analysis and other pertinent criteria with a view toward  maximizing the upside potential for investors while minimizing the downside risk, whenever possible.  Moreover, as detailed below, this publication accepts compensation from certain of the companies which it features.  Likewise, this newsletter is owned by MarketByte, LLC.  To the degrees enumerated herein,  this newsletter should not be regarded as an independent publication.

Go Here to view our compensation on every company we have ever covered, or visit the following web address:  http://www.otcjournal.com/disclaimer.html for our full profiles and http://www.otcjournal.com/trading-alerts/disclaimer.html for Trading Alerts. Larry Isen, the editor and publisher of the OTC Journal, through various entities he controls, has purchased 1,200,441 shares of Spicy Pickle at an average cost of $.2125 per share. These purchases were made in Spicy Pickle private offerings. The aforementioned purchases were made between August of 2005 and August of 2006. On 12/15/07, on entity controlled by Larry Isen participated in an additional financing wherein 12 shares of convertible preferred, converting at $.85 into 120,000 shares and 90,000 warrants with an exercise price of $1.60 were purchased. In addition, Larry Isen has received 785,000 shares of Spicy Pickle common stock for consulting services. In addition, MarketByte LLC, an entity controlled by Larry Isen, has received a fee of $30,000 cash, and 300,000 newly issued restricted shares for coverage of Spicy Pickle. TGR Group LLC, the publisher of the Small Cap Network, has received $30,000 and 300,000 newly issued restricted shares for coverage of Spicy Pickle. Mr. Isen is an affiliate of TGR Group. In addition, two other individuals affiliated with TGR Group have purchased a total of 300,000 shares at $.25 per share and received an additional 70,000 for consulting services.

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